UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
ALKERMES PUBLIC LIMITED COMPANY
(Exact name of registrant as specified in its charter)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
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Emerging growth company |
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 18, 2021, the Board of Directors (the “Board”) of Alkermes plc (the “Company”) increased the size of the Board to twelve (12) directors and elected Dr. Cato T. Laurencin to the Board, effective immediately, as a Class II member with a term expiring at the Company’s 2022 annual general meeting of shareholders. As of the date of this Current Report on Form 8-K, Dr. Laurencin has not been appointed to any committee of the Board.
For his service on the Board, Dr. Laurencin will receive (i) a new director equity grant and (ii) an annual cash retainer and annual equity grant, in each case with the terms, and in the amounts, as determined in accordance with the processes described in the “Director Compensation” section of the Company’s definitive proxy statement filed with the Securities and Exchange Commission (the “SEC”) on May 10, 2021 (the “2021 Proxy Statement”). The new director equity grant and a prorated annual equity grant for the 12-month period ending at the Company’s 2022 annual general meeting of shareholders will be granted to Dr. Laurencin in December 2021, on the monthly New Hire Grant Date (as defined in the 2021 Proxy Statement).
In addition, the Company will enter into a deed of indemnification with Dr. Laurencin in substantially the form filed as Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on April 29, 2020, and Alkermes, Inc., a wholly-owned indirect subsidiary of the Company, will enter into an indemnification agreement with Dr. Laurencin in substantially the form filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on April 29, 2020.
Dr. Laurencin is not, nor has been since January 1, 2020, a participant in any transaction involving the Company, or a participant in any proposed transaction with the Company, in each case, required to be disclosed pursuant to Item 404(a) of Regulation S-K.
As previously disclosed in the Company’s Current Report on Form 8-K filed with the SEC on April 30, 2021, the Company and Sarissa Capital Offshore Master Fund LP (together with its affiliates and associates, “Sarissa Capital”) reached an agreement on April 29, 2021 pursuant to which the Company granted Sarissa Capital a right to designate one director for appointment to the Board. Sarissa Capital exercised this right and designated Dr. Laurencin for appointment to the Board.
Item 7.01 Regulation FD Disclosure.
On November 19, 2021, the Company issued a press release announcing Dr. Laurencin’s appointment to the Board, a copy of which is furnished herewith as Exhibit 99.1 and is incorporated herein by reference. This Item 7.01 and Exhibit 99.1 furnished herewith shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act except as expressly set forth by specific reference in such a filing.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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Exhibit |
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99.1 |
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Press release issued by Alkermes plc dated November 19, 2021. |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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ALKERMES PLC |
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Date: November 19, 2021 |
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/s/ David J. Gaffin |
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David J. Gaffin |
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Secretary |
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Exhibit 99.1
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Alkermes Contacts: |
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For Investors: Sandy Coombs, +1 781 609 6377 |
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For Media: Katie Joyce, +1 781 249 8927 |
Alkermes Announces the Appointment of Cato T. Laurencin, M.D., Ph.D. to its Board of Directors
DUBLIN, Nov. 19, 2021 – Alkermes plc (Nasdaq: ALKS) today announced the appointment of a new independent director, Cato T. Laurencin, M.D., Ph.D., to the company’s Board of Directors. Dr. Laurencin is a distinguished university professor, award-winning engineer, orthopaedic surgeon, scientist, administrator, and pioneer in the field of regenerative engineering. Dr. Laurencin is actively involved in mentoring and social justice initiatives and has been widely recognized for his work promoting diversity and excellence in science and addressing health disparities. He currently serves as a professor of multiple disciplines at the University of Connecticut (UConn). He is the University Professor and Van Dusen Distinguished Endowed Professor of Orthopaedic Surgery, Professor of Chemical and Biomolecular Engineering, Professor of Materials Science and Engineering and Professor of Biomedical Engineering. He is the Chief Executive Officer of The Connecticut Convergence Institute for Translation in Regenerative Engineering at UConn.
“Dr. Laurencin brings to the Alkermes Board significant experience across a wide range of medical and scientific disciplines, a focus on public health that is consistent with the company’s core values and business strategy, strong administrative skills, and a keen understanding of how scientific innovation has the potential to drive shareholder value creation,” said Richard Pops, Chief Executive Officer and Chairman of Alkermes. “In addition to his many scientific and administrative accomplishments, Dr. Laurencin is dedicated to important social justice research and initiatives, including raising awareness of, and addressing, racial and ethnic health disparities. We are delighted to welcome Dr. Laurencin as our sixth new independent director since 2019.”
“Throughout my career I have been motivated to advance medicine, engineering, science and social justice initiatives, along with direct administrative action, that have the potential to make a meaningful difference in people’s lives. I am pleased to join Alkermes’ Board of Directors and look forward to contributing to the company’s mission of advancing great science and deep compassion to develop innovative medicines that address real unmet patient needs,” said Dr. Laurencin.
Alex Denner, Ph.D., Founder and Chief Investment Officer of Sarissa Capital, stated, “The nomination of Dr. Laurencin is a positive outcome for shareholders. I expect that he will provide a fresh perspective to the Alkermes board, and I am confident he will work with other board members to focus on optimal capital allocation and operational excellence for the benefit of all shareholders.”
About Cato T. Laurencin, M.D., Ph.D.
Cato T. Laurencin, M.D., Ph.D. is the University Professor and Albert and Wilda Van Dusen Distinguished Endowed Professor of Orthopaedic Surgery at UConn, where he also serves as Professor of Chemical and Biomolecular Engineering, Professor of Materials Science and Engineering and Professor of Biomedical Engineering. He serves as Chief Executive Officer of The Connecticut Convergence Institute for Translation in Regenerative Engineering. A practicing surgeon, Dr. Laurencin is a Fellow of the American Academy of Orthopaedic Surgeons, a Fellow of the American Orthopaedic Association, a Fellow of the American College of Surgeons and a member of the American Surgical Association. Dr. Laurencin previously served as Vice President for Health Affairs and Dean of the School of Medicine at UConn, directing a $1 billion dollar enterprise. Dr. Laurencin currently serves on the Board of Directors of MiMedx Group, Inc., a public company focused on advanced wound care and therapeutic biologics.
Dr. Laurencin is a pioneer in the field of regenerative engineering, and an expert in biomaterials science, stem cell technology and nanotechnology. Dr. Laurencin is the Editor-in-Chief of Regenerative Engineering and Translational Medicine, published by Springer Nature, and is the Founder of the Regenerative Engineering Society. He has been widely published in scholarly journals and is named in over 500 papers and patents.
Dr. Laurencin is the first surgeon elected to all four of the National Academy of Sciences, the National Academy of Engineering, the National Academy of Medicine and the National Academy of Inventors. He also has singular distinctions in these fields. In science, he received the Philip Hauge Abelson Prize from the American Association for the Advancement of Science “for signal contributions to the advancement of science in the United States.” In engineering, he received the Simon Ramo Founders Award from the National Academy of Engineering, its oldest/highest award. In medicine, he received the Walsh McDermott Medal from the National Academy of Medicine, one of its oldest/highest awards. In technology, he received the National Medal of Technology and Innovation, America’s highest honor for technological achievement awarded by the President of the United States. He has received many industry and academic society accolades for his work in regenerative engineering. The American Institute of Chemical Engineers Foundation endowed the Cato T. Laurencin Regenerative Engineering Society Founder’s Award, recognizing his preeminence in the field. He is the 2021 recipient of the Spingarn Medal, the highest honor of the NAACP. The medal is presented for the “highest or noblest achievement by a living African American during the preceding year or years in any honorable field.” The award recognizes his seminal and singular accomplishments in tissue regeneration, biomaterials science, nanotechnology, and regenerative engineering.
Dr. Laurencin is actively involved in mentoring and other activities that promote diversity and excellence in science, and is committed to addressing health disparities. He is a core faculty member of the Africana Studies Institute at UConn, and is Editor-in-Chief of the Journal of Racial and Ethnic Health Disparities, published by Springer Nature. He co-founded the W. Montague Cobb/NMA Health Institute, dedicated to addressing health disparities, and served as its Founding Chair until 2017. He is a recipient of the American Association for the Advancement of Science (AAAS) Mentor Award, the Beckman Award for Mentoring, the Presidential Award for Excellence in Science, Math and Engineering Mentoring, and the Herbert W. Nickens Award, presented by the Association of American Medical Colleges in recognition for his work advancing social justice and equity. In 2015, the Society for Biomaterials established the Cato T. Laurencin, M.D., Ph.D. Travel Fellowship in his honor, awarded to underrepresented students in the field of biomaterials. He is the recipient of the 2021 Hoover Medal given by five of the principal engineering societies in America where he was acknowledged as “a foremost champion of diversity.” His citation noted “His actions in direct mentoring, policy and creating institutional change have helped form a more inclusive world.”
Dr. Laurencin earned a B.S.E. in Chemical Engineering from Princeton University, and his M.D., Magna Cum Laude, from the Harvard Medical School. He earned his Ph.D. in Biochemical Engineering/Biotechnology from the Massachusetts Institute of Technology.
About Alkermes plc
Alkermes plc is a fully-integrated, global biopharmaceutical company developing innovative medicines in the fields of neuroscience and oncology. The company has a portfolio of proprietary commercial products focused on addiction, schizophrenia and bipolar I disorder, and a pipeline of product candidates in development for neurodegenerative disorders and cancer. Headquartered in Dublin, Ireland, Alkermes plc has an R&D center in Waltham, Massachusetts; a research and manufacturing facility in Athlone, Ireland; and a manufacturing facility in Wilmington, Ohio. For more information, please visit Alkermes’ website at www.alkermes.com.
Note Regarding Forward-Looking Statements
Certain statements set forth in this press release constitute “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995, as amended, including, but not limited to, statements concerning the company’s work to develop innovative medicines that address real unmet patient needs and to drive shareholder value creation. The company cautions that forward-looking statements are inherently uncertain. Although the company believes that such statements are based on reasonable assumptions within the bounds of its knowledge of its business and operations, the forward-looking statements are neither promises nor guarantees and they are necessarily subject to a high degree of uncertainty and risk. Actual performance and results may differ materially from those expressed or implied in the forward-looking statements due to various risks and uncertainties, including those risks and uncertainties described under the heading “Risk Factors” in the company’s Annual Report on Form 10-K for the year ended Dec. 31, 2020 and in subsequent filings made by the company with SEC, which are available on the SEC’s website at www.sec.gov. Existing and prospective investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date hereof. Except as required by law, the company disclaims any intention or responsibility for updating or revising any forward-looking statements contained in this press release.
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